RED BUS LIMITED STATEMENT OF INTENT 2017/18 18 May 2017 Final Page 1
Contents Page Introduction 3 Objectives 3 Nature and Scope of Activities 4 Governance 5 Ratio of Shareholder Funds to Total Assets 6 Accounting Policies 6 Performance targets 7 Distributions 9 Information to be provided to Shareholder 9 Acquisition/Divestment Procedures 9 Compensation sought from Local Authority 10 Estimate of Commercial value of Shareholder Investment 10 Role in the Christchurch City Council and Regional Economy 10 18 May 2017 Final Page 2
Statement of Intent for the year ending 30 June 2018 Introduction This Statement of Intent ( SoI ) is prepared in accordance with Section 64(1) of the Local Government Act 2002. The SoI specifies for Red Bus Ltd the objectives, the nature and scope of the activities to be undertaken, and the performance targets and other measures by which the performance of the company may be judged in relation to its objectives, amongst other requirements. The process of negotiation and determination of an acceptable SoI is a public and legallyrequired expression of the accountability relationship between the company and its shareholder Christchurch City Holdings Ltd (CCHL). The SoI is reviewed annually with CCHL and covers a three year period. Red Bus Ltd s registered office is at 120 Ferry Road, Christchurch. Contact details for both the Chairperson and Chief Executive are: Address: 120 Ferry Road, Christchurch Telephone No: 03 379 4260 Web site: www.redbus.co.nz Email: redbus@redbus.co.nz Red Bus Ltd is a Council-Controlled Trading Organisation ( CCTO ) for the purposes of the Local Government Act 2002. Objectives a) Red Bus Ltd s Vision is To be recognised as Leading the way in Passenger Transport The achievement of this vision will result in Red Bus being recognised as: The preferred urban passenger service operator for the Regional Council The customer s choice for coach and urban passenger transport The employer of choice for employees in the passenger transport industry A valued advocate for efficient and effective public transport A good corporate citizen in terms of health and safety, social impacts and environmental impacts with a positive financial contribution to our shareholder and the wider community. Develop initiatives to: o Provide environmentally friendly public transport services Expand into areas that are complementary to core urban public transport services 18 May 2017 Final Page 3
Red Bus Key Objectives Performance targets Performance Measures Operate and grow a successful, sustainable and 1. Shareholder Equity $38m 2017/18 rising to $38.2m by 2019/20 innovative passenger transport business 2. Revenue growth $20.8m 2017/18 increasing to $23.3m by 2019/20 3. Fleet emissions At least 3% below the 2015 benchmark Explore and invest in growth opportunities in ancillary 1. Shareholder Equity $38m 2017/18 rising to $38.2m by 2019/20 fields consistent with company strategy 2. Revenue growth $20.8m 2017/18 increasing to $23.3m by 2019/20 Maintain, develop and utilise Red Bus assets to 1. Dividend None proposed maximise commercial value, supporting UDS and RLTP 4. Shareholder Equity $38m 2017/18 rising to $38.4m by 2019/20 land use and transport strategies as appropriate 2. Urban passenger trips At least 3.5 million passengers 3. Fleet utilization At least 85% peak vehicle utilization Build strong relationships with Regional and local 1. % of service trips starting on time At least 97% Councils that encourage appropriate investment in 2. % of service trip not run Less than 1% passenger transport services and infrastructure 3. Mystery Shopper survey results Achieve at least 85% in mystery shopper survey Deliver safe, reliable and efficient services that reduce 1. Lost time accidents Less than 15 LTIFR per million worked hours environmental effects where practicable. 2. Workplace safety compliance Maintain Tertiary ACC accreditation or equivalent 3. % of service trips starting on time At least 97% 4. % of service trip not run Less than 1% 5. Fleet utilization At least 85% peak vehicle utilization 6. Fleet composition At least 90% Euro 2 or higher emission standard 7. Fleet carbon emissions At least 3% below the 2015 benchmark Continuously improve customer service to encourage 1. Mystery Shopper survey results Achieve at least 85% in mystery shopper survey the use of public transport in the company s 2. Customer complaints Less than 3 complaints per 100,000 customer trips operational regions. 3. % of service trips starting on time At least 97% 4. % of service trip not run Less than 1% 5. Urban passenger trips At least 3.5 million passengers Support Council s vision to achieve an effective and 1. Active engagement with Joint public Regular attendance at meetings reliable passenger transport system through a collaborative leadership style with other organisations, including the CCHL group Transport Committee 2. Generate innovation projects At least two each year Scope and trial innovation projects using technological developments as appropriate. 1. Electric bus trial 2. Fuel trial to reduce emissions and carbon footprint 3. Improve urban operational efficiency Operational measures, Environmental measures, Social/Community Measures, Financial Measures 18 May 2017 Final Page 4 External funding sought for zero emission trial Target 3% to 4.5% reduction at no cost Improve service at the same or lower cost
Community Outcomes Red Bus will continue to support our community s wider objectives through: good governance and stewardship safe and reliable passenger services good environmental practice good customer service This approach underpins our community s aims for: a liveable city and region 1 strong communities 2 a healthy environment 3 a prosperous economy 4. Our objectives and initiatives in this SOI highlight the ways these outcomes are enacted. Nature and scope of activities Red Bus is in the business of passenger transport and associated infrastructural ownership and services. These activities include the management and operation of: contracted passenger transport services charter passenger transport services commercial passenger transport services and systems coach and tourism services mobile billboards and advertising complementary ancillary services property and asset management fleet maintenance and management fleet refuelling and cleaning driver training and development Governance This statement gives readers an overview of the company s main corporate governance policies, practices and processes adopted or followed by the Red Bus Board. Role of the Board of Directors The Board is responsible for the proper direction and control of the company s activities. The Board guides and monitors the business affairs of Red Bus on behalf of the shareholder, 1 Increased use of active and public transport, range of travel options, transport access to activities 2 Traffic safety is improved intersection collisions and cycle safety are the current foci 3 Energy is used efficiently, greater proportion of energy from renewable sources 4 Skilled workforce 18 May 2017 Final Page 5
Christchurch City Holdings Limited (CCHL), to whom it is accountable, within the framework of the mission and objectives that are set out in this Statement of Intent. All directors are required to comply with a formal Code of Conduct, which is based on the New Zealand Institute of Directors Four Pillars of Governance The Chairperson conducts an annual performance review with directors. Responsibility to the Shareholder Statement of Intent In accordance with the Local Government Act 2002, the company submits a Statement of Intent for the coming financial year to the Shareholder. The SoI sets out the company s overall objectives, intentions and financial and performance targets. Information Flows The Board aims to ensure that CCHL is informed of major developments affecting the company s state of affairs, while at the same time recognising that commercial sensitivity may preclude certain information from being made public. Within this constraint, information is communicated to CCHL through periodic reports to CCHL and through the annual and half-yearly report. Board Composition The directors of Red Bus Ltd are appointed by the shareholder CCHL. Board membership currently consists of four non-executive directors. Board Committees Audit and Risk Management Committee Membership of the committee consists of all members of the board, and the committee is regulated by approved terms of reference that address membership, functions and responsibilities, authorities and reporting procedures. The committee is chaired by a director who is not the Board Chairman. The Red Bus Audit and Risk Management Committee monitors risk management processes, oversees the findings of external auditors and monitors legislative compliance. Health and Safety Committee Membership of the committee consists of all members of the board, and the committee is regulated by approved terms of reference that address membership, functions and responsibilities, authorities and reporting procedures. The committee is chaired by a director who is not the Board Chairman. The Red Bus Health and Safety Committee monitors risk management processes, safety performance and legislative compliance. CE Review and Remuneration Committee Membership of the committee consists of the Board Chairman, who also chairs the committee, and one other director. The committee convenes at least annually to review the performance of the Chief Executive and make recommendations to the board on the Chief Executive s remuneration package. In considering remuneration policy, the committee has regard to performance and comparable market rates. 18 May 2017 Final Page 6
Other Committees The board establishes other committees on an as needed basis to deal with issues as they arise. Ratio of shareholder funds to total assets The forecast ratio of shareholder funds to total assets for the next three years are: 2017/18 2018/19 2019/20 84.8% 83.5% 83.6% The forecast capital structure for the next three years is: 2017/18 2018/19 2019/20 $m $m $m Equity 37.9 38.1 38.2 Loans 1.0 1.9 1.8 Accounting policies Red Bus Ltd has adopted accounting policies that are consistent with New Zealand International Financial Reporting Standards, generally accepted accounting practice and the policies adopted by the Christchurch City Council group. The detailed accounting policies are available in our most recent annual report as published on our company website. www.redbus.co.nz/assets/uploads/annual-report-2017.pdf Investment policy Red Bus assesses each investment proposal against the following key criteria: Degree of fit with the Strategic plan Operational or financial benefits An acceptable rate of return Cultural fit if a business acquisition Intellectual property retention Ability to leverage from or create a strategic benefit Asset condition acceptable or fit for purpose. All investment projects in excess of the Chief Executive s delegated capital expenditure authority will be formally reviewed at Board level at appropriate timing points and following completion. 18 May 2017 Final Page 7
Remuneration policy Red Bus employee remuneration: Is based on the role that is performed and its classification with similar positions treated consistently Is linked to the performance of the individual in the role and their achievement of company objectives Is determined by the characteristics of the position without gender or other discrimination 5 Regular benchmarking of wages and salaries to account for market trends and company strategy The company is especially conscious of its public responsibilities in the setting of remuneration for senior executives, which is closely managed by the Board and made publically available via the annual report. Remuneration is subject to an annual review. Increases or performance payments for managers reporting to the Chief Executive are to be approved by the Board. Performance targets a) Financial performance targets As outlined in the key objective, the company is exploring growth opportunities in ancillary fields. These opportunities are currently in the exploration phase and consequently are not included within the projected financial results that follow. The financial performance targets for the company are as follows: 2017/18 2018/19 2019/20 $m $m $m Revenue 20.8 22.2 23.3 NPAT 0.2 0.3 0.3 EBITDA 2.8 3.1 3.5 Net debt as a % of equity <5% <5% <5% Net Interest as a % of total revenue <5% <5% <5% Liquidity % >120% >120% >75% 5 Section 21 Human Rights Act 1993 18 May 2017 Final Page 8
b) Operational performance targets Target Number of urban passenger trips Minimum fleet utilization in peak Percentage of service trips not run Percentage of service trips starting on time Performance measure 2017/18 At least 3.5 million passenger trips At least 85% Less than 1% At least 97% c) Environmental and Social performance targets Environmental Maintain the fleet in good operational condition Monitor and mitigate our business environmental impact Recycle used lubricants and components wherever practicable Purchase replacement buses with the highest emission standard that are able to be financially supported by service contracts Research the economic and operational feasibility of Electric, Electric/Hybrid and Diesel or alternative fuel hybrid vehicles for operation within the Canterbury passenger transport network. Develop or apply technology to lower the environmental footprint for passenger services Social Ensure health and safety performance exceeds compliance requirements and aiming for a zero harm workplace Progressively train drivers through a Safe and Fuel Efficient Driving programme Maintain good employer practices with an active EEO policy Provide an Employee Assistance Programme for staff and their family Support and/or sponsorship of various community and school programmes Support development and uptake of Public Transport as a positive choice Performance target Environmental Fleet emission composition Fleet carbon emission per 100km Performance measure 2017/18 At least 90% of the fleet have engines with Euro 2 or higher emission standards At least 3% below the 2015 benchmark (88.3 kg/100km) 18 May 2017 Final Page 9
Performance target Social/Community Workplace Safety Management Lost Time Injury experience Customer Service (Urban) Substantiated Customer complaints (Urban) Performance measure 2017/18 Maintain Tertiary ACC accreditation (or its equivalent) Fewer than 15 LTI s per million worked hours (equivalent to 7 LTI s annually) Achieve at least 85% in annual mystery shopper survey Fewer than 3 substantiated complaints per 100,000 customer trips Distributions Red Bus Ltd will pay dividends to the shareholder after taking into account the company s financial position, profitability, working capital requirements and future investment requirements. The dividends payable to the shareholder will be determined by the Board after consideration of the company s funding requirements and the requirement to meet the solvency test under the provisions of the Companies Act 1993. To assist the shareholder for budgeting purposes the following indicative forecasts are provided. Dividend values will be reviewed as the results of future urban tenders and their associated fleet investments are known. 2017/18 2018/19 2019/20 $0 $0 $0 Information to be provided to shareholder An annual report will be submitted to the shareholder. The annual report will include audited financial statements and such other details as are necessary to permit an informed assessment of the company's performance and financial position during the reporting period provided to the shareholder. Half-yearly reports will also be provided to the shareholder. These reports will contain unaudited information and comply with NZ IAS 34. A quarterly report will be provided to shareholders which reports on health and safety and performance within the company. Annual reports will outline the company s objectives and performance in terms of financial, environmental and social outcomes. 18 May 2017 Final Page 10
The Statement of Intent will be submitted to the shareholder for consultation annually, as required by the Local Government Act 2002. The directors will include any other information they consider appropriate. Where appropriate, revised forecasts will be submitted to the shareholder. The company will operate on a no surprises basis in respect of significant shareholderrelated matters, to the extent possible in the context of commercial sensitivity and confidentiality obligations. The company will provide information requested by the shareholders in accordance with the requirements of the Local Government Act 2002. Acquisition/divestment procedures The subscription or acquisition of securities in any company or organisation, or a divestment of part of the existing business, will only be considered where it is consistent with the longterm commercial objectives of Red Bus Ltd. When the subscription, acquisition or divestment is considered by directors to be significant to the company's business operations, it will be subject to consultation with the shareholder. Major transactions as defined in the Companies Act 1993, s129 (2), will be subject to shareholder approval by special resolution. Notwithstanding the above, if Red Bus Ltd is considering a significant acquisition or disposal of assets or securities, the shareholder will be consulted with as much lead-time as is commercially practicable in the prevailing circumstances. Where the company decides to incorporate or subscribe for shares in subsidiaries to undertake its commercial activities, the company will ensure effective management. Board control of any subsidiary is exercised by Red Bus s directors and staff. Compensation sought from local authority At the request of the shareholder, the company may undertake activities that are not consistent with normal commercial objectives. Specific financial arrangements will be entered into to meet the full commercial cost of providing such activities. Currently, no such activities are undertaken. Estimate of commercial value of shareholder s investment The major assets of Red Bus are the vehicle fleet and the property at 120 Ferry Road. The property was purchased at market value on 28 October 1996. Land and buildings are typically revalued every three years and are scheduled to be revalued at 30 June 2019. 18 May 2017 Final Page 11
Forecasts and recent actuals for shareholder equity in Red Bus are: Financial Year end Shareholder equity ($m) Notes 30 June 2015 36.7 Actual 30 June 2016 37.7 Actual 30 June 2017 37.8 Forecast 30 June 2018 37.9 Budget 30 June 2019 38.1 Budget 30 June 2020 38.2 Budget Role in the Christchurch City Council group and regional economy a) Commercial relationships within the CCHL group Recognising that there are potential synergies with the CCHL group, Red Bus will liaise with other CCHL companies across the group as appropriate seeking material and worthwhile joint initiatives, including knowledge sharing and exploring local or all of government procurement opportunities within a successful business framework. b) Role in the growth of the regional economy The direct economic contributions by Red Bus to the Canterbury economy are: As a major local employer (currently of more than 230 people), the direct contribution from employees wages, and the resultant economic multiplier effect within the local economy. Local supplier payments for plant and equipment, consumables and other services. Increasing the value of CCHL s investment in Red Bus. The re-cycling back into the Canterbury economy of a portion of the various taxes paid by Red Bus. Red Bus also contributes by providing: An efficient urban passenger transport service in partnership with ECan, Christchurch City Council, NZTA and other stakeholders. A safe, friendly and reliable transport experience for Christchurch residents on Red Bus services. Industry leadership in the reduction of operational environmental impacts, the application of innovative environmental-friendly engine technology in new vehicles. The objective being reduced energy consumption, improved air quality and lower CO 2 emissions. Advocation for enhanced public transport services and programmes to encourage the use of public transport. Memorable experiences for visitors and residents on group tours and Free Independent Traveller services. 18 May 2017 Final Page 12